UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 21, 2011
(Commission File Number) 001-34214
THE BANK OF KENTUCKY FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
| Kentucky | 61-1256535 | |
| (State of incorporation) | (I.R.S. Employer Identification Number) |
111 Lookout Farm Drive
Crestview Hills, Kentucky 41017
(Address of Registrant’s principal executive office)
(859) 371-2340
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
The Annual Meeting of Stockholders of The Bank of Kentucky Financial Corporation (the “Company”) was held on April 21, 2011. The Company’s stockholders voted on the election of ten directors, ratification of the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2011 and the approval of a non-binding advisory proposal on the compensation of the Company’s executive officers. The voting results of each proposal are as follows:
| (1) | Election of nine directors of the Company: |
| For | Withheld | Non Votes | ||||||||||
| Charles M. Berger |
4,427,902 | 114,956 | 1,500,025 | |||||||||
| Rodney S. Cain |
4,122,061 | 420,797 | 1,500,025 | |||||||||
| John S. Cain |
4,136,817 | 406,041 | 1,500,025 | |||||||||
| Harry J. Humpert |
4,435,001 | 107,857 | 1,500,025 | |||||||||
| Barry G. Kienzle |
4,426,638 | 116,620 | 1,500,025 | |||||||||
| John E. Miracle |
4,420,921 | 121,937 | 1,500,025 | |||||||||
| Mary Sue Rudicill |
4,421,660 | 121,198 | 1,500,025 | |||||||||
| Ruth M. Seligman-Doering |
4,433,660 | 109,198 | 1,500,025 | |||||||||
| Herbert H. Works |
4,416,604 | 126,254 | 1,500,025 | |||||||||
| Robert W. Zapp |
4,142,858 | 400,000 | 1,500,025 | |||||||||
| 2. | Ratification of the appointment of Crowe Horwath LLP as the independent registered public accounting firm for the Company for the year ended December 31, 2011: |
| For | Against | Abstain | ||||||||||
| 5,973,555 | 40,981 | 31,994 | ||||||||||
| 3. | Approval of a non-binding, advisory proposal on the compensation of the Company’s executive officers: |
| For | Against | Abstain | Non Votes | |||||||||||||
| 4,469,829 | 25,672 | 51,004 | 1,500,025 | |||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly cause this report to be signed on its behalf by the undersigned hereto duly authorized.
| THE BANK OF KENTUCKY FINANCIAL CORPORATION | ||
| By: | /s/ Martin J. Gerrety | |
| Name: | Martin J. Gerrety | |
| Title: | Treasurer and Assistant Secretary | |
Date: April 25, 2011